Exhibit 10.2



                              IONICS, INCORPORATED
                             1986 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                     (As amended through February 26, 2002)


1.         Purpose of Plan.
           ---------------

           This 1986 Stock Option Plan for Non-Employee Directors (hereinafter
called the "Plan") of Ionics, Incorporated (hereinafter called the "Company") is
intended to advance the interests of the Company by providing a means of
attracting capable and qualified persons to serve as independent Directors, and
encouraging such persons to continue to serve as Directors, through ownership of
Common Stock of the Company.

2.         Definitions.
           -----------

          2.1  "Optionee"  shall  mean a person to whom a stock  option has been
     granted under the Plan.

           2.2 "Subsidiary" shall mean a corporation, partnership or other
entity whose controlling stock or other ownership interest is owned directly or
indirectly by the Company.

3.         Effective Date.
           --------------

           The Plan will become effective immediately upon its adoption by the
Board of Directors of the Company, subject, however, to approval by the holders
of a majority of the outstanding shares of its capital stock having voting
rights and present at the meeting when the matter is acted upon.




4.         Stock Subject to the Plan.
           -------------------------

           Subject to adjustment as provided herein below, the total number of
shares of Common Stock, one dollar ($1.00) per share par value (hereinafter
"Common Stock"), of the Company for which options may be granted pursuant to the
Plan (hereinafter called the "Options" and each singly an "Option") shall not
exceed 200,000 shares in the aggregate. Such shares may either be authorized and
unissued shares of Common Stock or issued shares of Common Stock which have been
reacquired by the Company and held as treasury shares. In the event that any
Options granted under the Plan shall be surrendered to the Company or shall
terminate, lapse or expire for any reason without having been exercised in full,
the shares not purchased under such Options shall be available again for the
purpose of issuance pursuant to the Plan.

           Each eligible Director shall be granted an Option to acquire 2,000
shares of Common Stock as provided in Section 6, subject to adjustment as
provided hereinbelow, for each year of service as a Director of the Company.

           In the event that the outstanding shares of the Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares, or other securities of the Company or of
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividends payable in stock, corresponding adjustments (as determined by the
Board of Directors in their sole discretion to be appropriate) shall be made in
the number and kind of shares as to which outstanding Options (or portions
thereof then unexercised) and Options to be issued in the future pursuant to the
terms of this Plan shall be exercisable, such that the proportionate interest of
each Optionee shall be maintained as before the occurrence of such event. Such
adjustments in outstanding Options shall be made without change in the aggregate
total option price of Option then outstanding and unexercised, but with a
corresponding adjustment in the option price per share.

5.         Administration of the Plan.
           --------------------------

           The Plan shall be administered by the Board of Directors of the
Company or such committee composed of its Directors as may be delegated this
duty and function by resolution of the Board of Directors (said Board or said
Committee, as the case may be, being hereinafter referred to as the
"Administrators"). A majority of the Administrators acting upon a particular
matter shall have no personal interest in the Option or matter with which they
are concerned.

           Subject to the express provisions of the Plan, the Administrators may
(1) construe the respective stock option agreements and the Plan, prescribe,
amend, and rescind rules and regulations relating to the Plan and make all other
determinations necessary or advisable for administering the Plan, and (2)
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any stock option agreement in the manner and to the extent they shall
deem expedient to carry it into effect and (3) constitute and appoint a person
or persons selected by them to execute and deliver in the name and on behalf of
the Administrators all such agreements, instruments and other documents.

6.         Eligibility; Grant of Options.
           -----------------------------

           Only persons who hold office as Directors of the Company and who are
not otherwise employees of the Company or of any of its Subsidiaries may be
granted an Option under this Plan. Each Director of the Company who is not
otherwise an employee of the Company or any Subsidiary shall be granted an
Option to acquire 2,000 shares under the Plan with respect to his election to
office, and to each year that he continues to serve as a Director of the
Company. Each such Director shall be entitled to receive an Option to acquire
2,000 shares under the Plan immediately after the annual meeting of the
stockholders at which he is first elected, and an additional Option to acquire
2,000 shares immediately upon completion of each next successive year in office.
A Director who assumes office at a time other than an annual meeting of
stockholders shall be entitled to receive his initial Option to acquire 2,000
shares under the Plan immediately after the annual meeting of stockholders next
following his assumption of office. For purposes of the Plan, a Director shall
be considered to have completed a "year in office" on the date of each annual
meeting of stockholders while he continues in office; provided, however, that if
the interval between any two such annual meetings is greater than 395 days, a
Director shall be considered to have completed a "year in office" for purposes
of the Plan on the 395th day after the preceding year's annual meeting of
stockholders, rather than on the date of the second of the two such annual
meetings.



7.         The Option Price.
           ----------------

           The price payable upon exercise of an Option granted hereunder shall
be the fair market value at the date of grant of the shares covered by the
Option. For purposes of the Plan, if the Common Stock of the Company is listed
for trading on the New York Stock Exchange (or any other registered stock
exchange), the fair market value of the shares shall be equal to the last sale
price for the Common Stock on such exchange on the trading day next preceding
the date of grant of an Option.

           The Option exercise price shall be paid (1) in cash, (2) in shares of
the Common Stock of the Company already owned by the person exercising the
Option, or (3) in any combination of cash and of such shares. In the event that
such shares are delivered to pay for all or a portion of the Option exercise
price, they shall be valued at the last sale price for the Common Stock on the
New York Stock Exchange (or other registered stock exchange) as reported on the
date of delivery of the shares in exercise of the Option, and any shares
delivered in payment of the Option exercise price shall be free and clear from
all restrictions on transfer, claims or purchase rights, except as the
Administrators may affirmatively allow.

8.         Nontransferability of Options.
           -----------------------------

           Except as otherwise provided in this Section, no Option granted under
the Plan shall be encumbered, assigned or otherwise transferred, otherwise than
by will or the laws of descent and distribution, and an Option may be exercised
during the lifetime of an Optionee only by him. The Administrators may, in their
discretion, authorize all or a portion of the Options granted or to be granted
to an Optionee to be on terms which permit transfer by such Optionee to (i) the
spouse, children or grandchildren of the Optionee ("Immediate Family Members"),
(ii) a trust or trusts for the exclusive benefit of such Immediate Family
Members, or (iii) a partnership in which such Immediate Family Members are the
only partners, provided that (x) the stock option agreement pursuant to which
such Options are granted must be approved by the Committee, and must expressly
provide for transferability in as manner consistent with this Section, and (y)
subsequent transfers of transferred Options shall be prohibited otherwise than
by will or the laws of descent and distribution.

           Following transfer, any such Options shall continue to be subject to
the same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of Section 2.1 hereof, the term "Optionee" shall be
deemed to refer to the transferee. The provisions regarding duration of Options
in Section 9 hereof shall continue to apply with respect to the original
Optionee as to all Options granted to such Optionee, whether or not transferred
pursuant to this Section.

9.         Duration of Options.
           -------------------

           Each Option shall expire not more than ten (10) years from its date
of grant, but shall be subject to earlier termination:

           (a)      in the event that the Optionee ceases to be a Director of
                    the Company, an Option may thereafter be exercised by him
                    only to the extent that under Section 10, the right to
                    exercise the Option has accrued and is in effect, and only
                    within the period of thirty (30) days after the Optionee
                    ceases to be a Director; or
           (b)      in the event that the Optionee dies while holding office as
                    a Director or within the 30-day period described in
                    paragraph (a), an Option granted to him may thereafter be
                    exercised by his estate or by any person or persons who
                    acquired the right to exercise the Option by bequest or by
                    inheritance or by reason of the death of the Optionee, to
                    the extent of the full number of shares covered by the
                    Option, regardless of whether the Optionee at the time of
                    this death was entitled to exercise the Option in full, but
                    only within the period of ninety (90) days after his death.

10.        Time and Manner of Exercise.
           ---------------------------

           Options granted under the Plan shall not be exercisable for a period
of six (6) months after their date of grant, but shall be immediately
exercisable in full thereafter; provided, however, that (i) options may be
exercised only during the periods beginning on the third business day following
the date on which the Company releases for publication its annual or quarterly
financial reports and ending on the twelfth business day following such date and
(ii) no Option shall be exercisable after ten (10) years from the date on which
it was granted.

           To the extent that the right to exercise an Option has accrued and is
in effect, the Option may be exercised in full at one time or in part from time
to time by giving written notice, signed by the person or persons exercising the
Option, to the Company, stating the number of shares with respect to which the
Option is being exercised, and accompanied by payment in full for such shares in
accordance with Section 7. There shall be no such exercise at any one time as to
fewer than two hundred (200) shares or all of the remaining shares then
purchaseable by the person or persons exercising the Option, if fewer than two
hundred (200) shares. Upon such exercise, delivery of a certificate for paid-up
non-assessable shares shall be made at the principal Massachusetts office of the
Company to the person or persons exercising the Option at such time, during
ordinary business hours, after fifteen (15) days but not more than thirty (30)
days from the date of receipt of the notice by the Company, as shall be
designated in such notice, or at such time, place or manner as may be agreed
upon by the Company and the person or persons exercising the Option.
Notwithstanding the foregoing, the Company may delay issuance of shares pursuant
to an Option until the person exercising the Option has complied with all of the
terms and conditions of the Plan and the applicable stock option agreement.

11.        Stock Option Agreement Required.
           -------------------------------

           Each Option granted under the Plan shall be evidenced by a written
option agreement (the "Agreement") between the Company and the Optionee, in such
form as the Administrators shall determine, which Agreements may but need not be
identical, and which shall (i) comply with and be subject to the terms and
conditions of the Plan and (ii) provide that the Optionee agrees to continue to
serve as a Director of the Company during the term for which he was elected, and
that during such term he will not, without the written consent of the Company,
directly or indirectly, accept employment from, or engage in any work or
activities as an employee, officer, director, agent, consultant, partner,
proprietor or principal stockholder for any other corporation, person or entity
having business substantially competitive to the business in which the Company
or its Subsidiaries are then engaged. Any Agreement may contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Administrators. No Option shall be granted within the meaning
of the Plan, and no purported grant of any Option shall be effective, until such
an Agreement shall have been duly executed on behalf of the Company and the
Director to whom the Option is to be granted.

12.        Purchase for Investment; Rights of Holder of Subsequent Registration.
           ---------------------------------------------------------------------

           Unless the shares to be issued upon exercise of an Option have been
effectively registered under the Securities Act of 1933 as now in force or
hereafter amended, the Company shall be under no obligation to issue any shares
covered by any Option unless the person who exercises such Option, in whole or
in part, shall give a written representation and undertaking to the Company
which is satisfactory in form and scope to counsel to the Company and upon
which, in the opinion of such counsel, the Company may reasonably rely, that he
is acquiring the shares issued to him pursuant to such exercise of the Option
for his own account as an investment and not with a view to, or for sale in
connection with, the distribution of any such shares, and that he will make no
transfer of the same except in compliance with any rules and regulations in
force at the time of such transfer under the Securities Act of 1933, or any
other applicable law, and that if shares are issued without such registration, a
legend to this effect may be endorsed upon the securities so issued. In the
event that the Company shall, nevertheless, deem it necessary or desirable to
register under the Securities Act of 1933 or other applicable statutes any
shares with respect to which an Option shall have been exercised, or to qualify
any such shares for exemption from the Securities Act of 1933 or other
applicable statutes, then the Company shall take such action at its own expense
and may require reasonable indemnity to the Company and its officers and
Directors from such holder against all losses, claims, damages and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact therein, or caused by omission to state a
material fact required to be stated therein or necessary to make the statement
therein not misleading in light of the circumstances under which they were made.

13.        Listing of Option Stock.
           -----------------------

           So long as the Common Stock of the Company is listed on the New York
Stock Exchange or any other stock exchange, the Company shall take necessary
steps so that the shares to be issued upon exercise of an Option are listed by
such exchange, or will be so listed, upon notice of issuance.

14.        Effect of Option.
           ----------------

           The grant of an Option shall not entitle the Optionee to have or
claim any rights of a stockholder of the Company, whether as to dividends,
voting rights or otherwise. Neither the grant of an Option nor the making of any
Agreement under the Plan shall confirm upon the Optionee any right with respect
to continuation of his Directorship, nor shall it affect or restrict the right
of the Company or any assuming or succeeding Company to terminate such
Directorship at any time.

15.        Termination, Suspension, Amendment or Modification of the Plan.
           ---------------------------------------------------------------

           Unless sooner terminated as hereinafter provided, the Plan will
terminate at the close of business on December 31, 2002.*

           The Board may at any time terminate or suspend the Plan or make such
modification or amendment thereof as it deems advisable, provided, however, that
the Board may not, without approval by the affirmative vote of the holders of a
majority of the securities of the Company present, or represented, and entitled
to vote at a meeting duly held in accordance with the applicable laws of the
Commonwealth of Massachusetts, (i) materially increase the benefits accruing to
participants under the Plan; (ii) materially increase the number of shares for
which Options may be granted under the Plan; or (iii) materially modify the
requirements as to eligibility for participation in the Plan. In no event,
however, may any provision of this Plan specified in Rule 16b-3(c)(2)(ii)(A) (or
any successor or amended provision thereof) of the Securities Exchange Act of
1934 (including without limitation, provisions as to eligibility and who may
participate in the Plan, the amount and price of shares for which Options may be
granted or the timing of awards), be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder. Termination or any
modification or amendment of the Plan shall not, without consent of a
participant, affect his rights under an Option previously granted to him.

16.        Merger, Consolidation or Sale of the Entire Business of the Company.
           -------------------------------------------------------------------

           If before the expiration of the Plan, the Company shall merge with,
consolidate in or with, or sell all or substantially all of its assets and
business to another corporation

* amended on February 26, 2002
or entity (other than a company or entity which continues under the control of
the same persons who were the stockholders or owners of the Company immediately
prior to the
event), all Options then outstanding shall become subject to exercise in full as
of the effective date of said transaction.

17.        Compliance with Applicable Laws and Regulations.
           -----------------------------------------------

           Upon exercise of any Option granted hereunder, the person exercising
the Option shall file any and all reports required of him under the Securities
Exchange Act of 1934, as amended, or otherwise.